S-8

As filed with the Securities and Exchange Commission on November 10, 2008.

Registration No. 333-     

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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NOVEN PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

______________

Delaware	59-2767632
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

11960 SW 144th Street Miami, Florida	33186
(Address of Principal Executive Offices)	(Zip Code)

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Noven Pharmaceuticals, Inc. 1999 Long-Term Incentive Plan
(Full title of the plan)

Peter Brandt
Noven Pharmaceuticals, Inc.
11960 Southwest 144^th Street
Miami, Florida 33186
(Name and address of agent for service)

(305) 253-5099
(Telephone number, including area code, of agent for service)

With a copy to:
Michael I. Keyes, Esq.
David M. Seifer, Esq.
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
150 West Flagler Street, Suite 2200
Miami, Florida 33130

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer o	Accelerated filer þ
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

Calculation of Registration Fee

			Proposed		Proposed
			maximum		maximum		Amount of
Title of securities	Amount to be		offering price		aggregate		registration
to be registered	registered(1)		per share(2)		offering price(2)		fee(2)
Common Stock, par value $0.0001 per share(3)		1,500,000	$	11.36	$	17,040,000	$	670

(1)	Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement shall also cover any additional shares of Common Stock which may become issuable under the Noven Pharmaceuticals, Inc. 1999 Long-Term Incentive Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of outstanding shares of Common Stock.
(2)	Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933 on the basis of the average of the high and low prices of the Common Stock on the NASDAQ Global Select Market on November 4, 2008.
(3)	Each share of Common Stock registered under this Registration Statement includes an associated right to purchase from the registrant one one-thousandth of a share of Series A Junior Participating Preferred Stock for $110.00, subject to certain adjustments. These purchase rights are not exercisable until the occurrence of certain prescribed events, none of which has occurred. Additionally, these purchase rights are evidenced by the certificates representing the Common Stock and may be transferred only with the Common Stock. The value attributable to these purchase rights, if any, is reflected in the value of the Common Stock.

Explanatory Note

     On May 18, 2007, the stockholders of Noven Pharmaceuticals, Inc. (the “Company”) approved the amendment (the “Amendment”) of the Company’s 1999 Long-Term Incentive Plan (the “Plan”) to increase the maximum number of shares of the Company’s Common Stock, $0.0001 par value (the “Common Stock”), that may be issued under the plan by 1,500,000 shares. This Registration Statement has been filed to register the additional 1,500,000 shares of Common Stock issuable under the Plan as a result of the Amendment.

     The additional 1,500,000 shares to be registered by this Registration Statement are of the same class as those securities registered by the Company’s Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on November 12, 1999 (Registration No. 333-90835) and November 8, 2004 (Registration No. 333-120292) (collectively, the “Earlier Registration Statements”) covering the initial 4,768,848 shares of Common Stock issuable under the Plan. Pursuant to General Instruction E to Form S-8, the contents of the Earlier Registration Statements are incorporated herein by reference.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents previously filed by the Company with the Commission are incorporated herein by this reference:

(1) The Company’s Annual Report on Form 10-K for the year ended December 31, 2007, filed with the Commission on April 1, 2008.

(2) The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed with the Commission on May 12, 2008.

(3) The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed with the Commission on August 8, 2008.

(4) The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, filed with the Commission on November 10, 2008.

(5) The Company’s Current Report on Form 8-K dated January 2, 2008, filed with the Commission on January 3, 2008.

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(6) The Company’s Current Report on Form 8-K dated January 2, 2008, filed with the Commission on January 4, 2008.

(7) The Company’s Current Report on Form 8-K dated January 10, 2008, filed with the Commission on January 10, 2008.

(8) The Company’s Current Report on Form 8-K dated March 18, 2008, filed with the Commission on March 21, 2008.

(9) The Company’s Current Report on Form 8-K dated April 29, 2008, filed with the Commission on May 5, 2008.

(10) The Company’s Current Report on Form 8-K dated May 28, 2008, filed with the Commission on June 2, 2008.

(11) The Company’s Current Report on Form 8-K dated June 4, 2008, filed with the Commission on June 9, 2008.

(12) The Company’s Current Report on Form 8-K dated July 31, 2008, filed with the Commission on August 6, 2008.

(13) The Company’s Current Report on Form 8-K dated August 14, 2008, filed with the Commission on August 20, 2008.

(14) The portions of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 29, 2008, that are deemed “filed” with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(15) The description of the Common Stock contained in the Company’s Registration Statement on Form 8-A, filed with the Commission on October 21, 1988.

     All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

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Item 8. Exhibits.

     The following exhibits are filed herewith:

Exhibit
Number		Description
	5.1	Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
	23.1	Consent of Deloitte & Touche LLP.
	23.2	Consent of PricewaterhouseCoopers LLP.
	23.3	Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. (included in Exhibit 5.1 above).
	24.1	Power of Attorney (set forth on the signature page to this Registration Statement).

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on November 10, 2008.

NOVEN PHARMACEUTICALS, INC.
By:	/s/ Peter Brandt
	Peter Brandt,
	President and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Peter Brandt and Michael D. Price his true and lawful attorneys-in-fact and agents for him, and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Peter Brandt Peter Brandt	Chief Executive Officer, President and Director (Principal Executive Officer)	November 10, 2008
/s/ Michael D. Price Michael D. Price	Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	November 10, 2008
/s/ Wayne P. Yetter Wayne P. Yetter	Chairman of the Board and Director	November 10, 2008
/s/ Sidney Braginsky Sidney Braginsky	Director	November 10, 2008
/s/ John G. Clarkson, M.D. John G. Clarkson, M.D.	Director	November 10, 2008
/s/ Donald A. Denkhaus Donald A. Denkhaus	Director	November 10, 2008
/s/ Pedro P. Granadillo Pedro P. Granadillo	Director	November 10, 2008
/s/ Phillip M. Satow Phillip M. Satow	Director	November 10, 2008
/s/ Robert G. Savage Robert G. Savage	Director	November 10, 2008

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EXHIBIT INDEX

Exhibit
Number		Description
	5.1	Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
	23.1	Consent of Deloitte & Touche LLP.
	23.2	Consent of PricewaterhouseCoopers LLP.
	23.3	Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. (included in Exhibit 5.1 above).
	24.1	Power of Attorney (set forth on the signature page to this Registration Statement).

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EX-5.1

Exhibit 5.1

Stearns Weaver Miller

Weissler Alhadeff & Sitterson, P.A.

Miami   •   Ft. Lauderdale   •   Tampa

November 10, 2008

Mr. Peter Brandt
Chief Executive Officer
Noven Pharmaceuticals, Inc.
11960 Southwest 144^th Street
Miami, Florida 33186

Re: Noven Pharmaceuticals, Inc.
Registration Statement on Form S-8

Dear Mr. Brandt:

     We have acted as counsel to Noven Pharmaceuticals, Inc., a Delaware corporation (the “Company”), with respect to the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”) in connection with the registration of 1,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, issuable pursuant to the Noven Pharmaceuticals, Inc. 1999 Long-Term Incentive Plan (the “Plan”).

     In connection with our opinion, we have examined the Registration Statement, including all exhibits thereto, as filed with the Securities and Exchange Commission, the Plan and the Restated Certificate of Incorporation, as amended, and Bylaws, as amended and restated, of the Company, as well as such other documents and proceedings as we have considered necessary for the purposes of this opinion, including copies of resolutions of the Board of Directors of the Company relating to the issuance of the Shares pursuant to the Plan. We have also examined and are familiar with the proceedings taken by the Company to authorize the issuance of the Shares pursuant to the Plan.

     In rendering this opinion, we have undertaken no independent review of the operations of the Company. Instead, we have relied solely upon the documents described above. In examining such documents, we have assumed, without independent investigation (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to original documents of all documents submitted to us as certified or photostatic copies, (iii) the authenticity of the originals of such latter documents and (iv) that actual information supplied to us was accurate, true and complete. In addition, as to questions of fact material to the opinions expressed herein, we have relied upon the accuracy of (i) all representations and warranties submitted to us for purposes of rendering the opinion and (ii) factual recitals made in the resolutions adopted by the Board of Directors of the Company. We express no opinion as to federal securities laws or the “blue sky” laws of any state or jurisdiction. This opinion is rendered as of the date hereof and we assume no obligation to update or supplement this opinion to reflect any facts or circumstances that may hereafter change and/or come to our attention.

150 West Flagler Street, Suite 2200 • Miami, Florida 33130 • Phone (305) 789-3200 • Fax (305) 789-3395 • www.stearnsweaver.com

     Based upon the foregoing and having regard to legal considerations which we deem relevant, we are of the opinion that the Shares registered under the Registration Statement and issuable in accordance with the Plan will, if and when issued and delivered by the Company against payment of adequate consideration therefor in accordance with the terms and conditions of the Plan, be validly issued, fully paid and non-assessable.

     We hereby consent to the inclusion of this opinion letter as an exhibit to the Registration Statement and to any references to this firm in the Registration Statement and in the documents incorporated therein by reference.

Very truly yours,
 

/s/ STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.  

• www.stearnsweaver.com •

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report relating to the consolidated financial statements of Noven Pharmaceuticals, Inc. and subsidiaries (the “Company”) (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the Company’s adoption of Statement of Financial Accounting Standards No. 123 Revised, “Share-Based Payment” on January 1, 2006) and the effectiveness of the Company’s internal control over financial reporting dated March 31, 2008, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2007.

/s/ DELOITTE & TOUCHE LLP

Miami, Florida
November 10, 2008

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Noven Pharmaceuticals, Inc. of our report dated March 7, 2008 relating to the financial statements of Vivelle Ventures LLC, which appears in Noven Pharmaceutical Inc.’s Annual Report on Form 10-K for the year ended December 31, 2007.

/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
November 5, 2008